우리나라 사채시장의 법적과제

Total corporate bond issues of South Korea in March 2012 amounted to KRW12.986 trillion, up 3.9% or KRW493.4 billion from KRW12.493 trillion in the previous month. The first quarter has witnessed the largest bond issue by non-financial companies ever since the first quarter of 2009, thanks to an increase in bonds maturing in the first half and the steady bond issuance ahead of amendments to the regulation on corporate bond underwriting. In spite of these increasement, there are some problems in Korean bond market regulations. The author explores the legal issues on the corporate bond issuing laws. Among the issues there are three major legal problems. One is the consumer protection, second is affiliates transactions, and the third is the deficiency of private placement exemptions. Consumer protection can be achieved by imposing due diligence liabilities on securities underwriters. At least, the Korean SEC’s best practice on corporate bond underwriting was amended to require lead arrangers to conduct due diligence on the issuers and to carry out mandatory demand forecasting starting from April 2012. So the author insists to impose due diligence liabilities on broker/dealers. Corporate bond issuing business is lucrative to the broker-dealer firms, so that the affiliates firms of issuer usually take the business. Furthermore, credit rating agencies are not doing well in rating the issuing companies. So, the author insists the necessity of rating agency market reform as well as arm’s length rules. Last but not least, there is no private placement exemptions, such as QIBs(Qualified Institutional Buyer), for the debenture market in Korea. So the author urges to introduce private placement exemptions systems for corporate bond market. By suggesting solutions on the above legal issues, the author is trying to play a role to vitalize Korean corporate bond markets.